Central Connecticut Modern Quilt Guild
Bylaws- Proposed May 2026
Article 1: Name, Purpose and General Matters
1.1 Name
The name of this guild is the Central Connecticut Modern Quilt Guild (CCTMQG), also referred to as “the CCTMQG” and “the Guild”.
1.2 Purposes
The Guild is organized and will be operated exclusively for charitable, religious, educational, or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
This Guild is additionally organized to do any and all lawful acts that may be necessary, useful, suitable, or proper for the furtherance of accomplishment of the purposes of this Guild.
Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
The Guild is an affiliate member of the Modern Quilt Guild Inc. Through a group exemption with the Modern Quilt Guild Inc., the Guild is a 501(c)(3) tax-exempt organization.
Within the scope of these purposes, the Guild is organized and operated to
· Develop and encourage the art of modern quilting.
· Work with other guilds and groups with a similar purpose.
· Encourage new quilters and other fiber artists interested in non-traditional and non-art fiber projects.
· Offer educational opportunities through classes, workshops, and sharing of information.
· Support and provide the opportunity for “charity” or other works that provide back to the community through the use of modern quilting skills.
The assets and property of the Guild are hereby pledged for use in performing its exempt purpose.
1.3 Location and office
- The guild will maintain a P.O. Box mailing address within the State of Connecticut.
- The Guild will maintain an Employer Identification Number (EIN) with the Internal Revenue Service.
- The Central Connecticut Modern Quilt Guild will operate as a 501(c)3 organization as an affiliate member of the Modern Quilt Guild, Inc. and will operate within the Bylaws of the Modern Quilt Guild, Inc.
1.4 Mission
Our mission is to support and encourage the growth and development of modern quilting through art, education, and community.
1.5 Fiscal Year
Effective 2017 the fiscal year will begin on January 1st and end on December 31st of each year. Membership dues will be collected as described in the Guilds Policies and Procedures.
1.6 Annual Meeting
The January meeting of the Guild will be considered the Annual Meeting where the Treasurer will deliver the Financial Report from the prior fiscal year.
1.7 Elections
Elections will be bi-annual with officers serving two (2) year terms. The Guild will elect officers at the November meeting. The transition will take place on January 1st.
1.8 Privacy
Member information is for the purpose of Guild business only. Every effort will be made to protect the privacy of individual members. Personal information of the members will never be offered for sale or to otherwise non-authorized parties.
1.9 Parliamentary Procedure
Parliamentary Procedure will be followed when conducting Guild business that requires a vote of the general membership or the Board.
1.10 Non-Discrimination Policy
No person may be denied membership to the Guild or be denied participation in any Guild events or activities because of the person’s gender, race, religion, national origin, ancestry, creed, pregnancy, marital or parental status, sexual orientation or physical, mental, emotional or learning disability.
1.11 No Private Inurement
No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this document.
Article II: Members
2.1 Membership
Membership is granted to anyone 18 years or older upon completion of a membership application and payment of dues. Paid members in good standing receive a single vote in Guild matters.
2.2 Dues
The annual dues amount will be set by the Board. If a member withdraws from the Guild dues will not be pro-rated or refunded. Dues must be received by the January meeting to remain a member in good standing. The Guild reserves the right to charge a late fee if dues are received after that time. The Board has the authority to authorize payment arrangements on a case-by-case basis.
2.3 Meetings
The Guild will hold a general meeting each month. The timing and location of the meeting will be determined by the Board. Monthly meetings are a benefit of membership.
2.4 Events
Event fees will be determined by the Board. If a member withdraws from an event there is no guarantee that a refund will be given. The Board has the authority to authorize payment arrangements on a case-by-case basis.
2.5 Voting
Each member in good standing receives one (1) vote towards Guild matters.
2.6 Website
The Guild will maintain the website CCTMQG.com and keep meeting and event information up to date.
2.7 Newsletter
The Guild will publish a monthly newsletter which will be sent at least one week before the monthly meeting as an email.
2.8 Revoking of Membership
Membership may be revoked in cases of actions that threaten the non-profit status of the Guild. That is not in accordance with Guild bylaws, that violates the policies established by the hosting meeting space or by participating in any activity related to the Guild that is blatantly criminal. In instances of verbal harassment or disruptive conduct during meetings the Board will attempt conflict resolution and may revoke membership, without refund of paid dues, if resolution cannot be reached.
Article III Election of Officers
3.1 Officers
· The Board shall consist of President, Vice President, Secretary and Treasurer.
· Officers are elected in November of the election year to serve a two (2) year term. Even years for the Vice President and Secretary, odd years for the President and Treasurer.
· Each officer must be a member in good standing for the entire term.
· Candidates must understand and adhere to the Guild’s purpose and have been an active member for six (6) months to be eligible for election.
· Officers must attend 75% of the general meetings and 75% of the Board meetings to retain their position.
· Officers may only serve for two (2) consecutive terms.
· Officers may not nominate themselves for re-election.
· There must be at least three (3) non-related elected officials on the Board.
3.2 Nominating Committee
A nominating committee shall be formed at approximately 60 days prior to the biennial elections and will consist of up to five (5) members. Standing Officers may stand in if no members wish to join the Nominating Committee.
3.3 Election of Officers
Officers will be elected to a two (2) year term by a majority of the members present.
3.4 Installation of Officers
Officers will be installed in January following the election for the term of two (2) years unless they resign or are removed from office or membership. All guild related items including, but not limited to, bank statements and other financial documents, membership information, incorporation documents, meeting notes, website and newsletter passwords, etc. shall be delivered to the new Officer at the January meeting following the election.
3.5 Filling of Vacancies
An Officer may resign at any time. Any Officer position with the exception of President can be appointed by the Board. In the event the President does not fulfill their full term, the Vice President will fill in for President until an election can be held.
3.6 Powers and Duties
Each Officer, except for the President, is responsible for one or more committees as outlined in the Guild Policies and Procedures. Officers’ responsibilities and committee functions are described in the Guilds Policy and Procedures.
Article IV: Guild Board
4.1 Guild Governing Body
The President, Vice President, Secretary and Treasurer shall constitute the governing body of the Guild.
4.2 Compensation
Officers shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses.
4.3 Powers
As directed by these Bylaws the Board will be responsible for managing the business of the Guild.
4.4 Meetings
· The Board shall meet at least five (5) times per year on a schedule that is agreed upon by the members of the Board.
· The Board may invite other persons as guests to these meetings.
4.5 Quorum
At meetings of the Board 50% of the members must be present in person or virtually to constitute a quorum. If the quorum is not met, the meeting may be immediately adjourned and rescheduled.
4.6 Voting
A majority of the Board present at a meeting where the quorum is met will constitute an affirmative vote.
4.7 Electronic Meeting
Board members are allowed to attend meetings electronically.
4.8 Indemnification
To the extent permitted by law, any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he is or was a Director or Officer of the guild shall be indemnified by the guild against any and all liability and the reasonable expenses, including attorney’s fees and disbursements, incurred by him (or by his heirs, executors or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein.
4.9 Limits On Indemnification
Notwithstanding the above, the guild will indemnify a person only if they acted in good faith and reasonably believed that their conduct was in the guild’s best interests. In the case of a criminal proceeding, the person may be indemnified only if they had no reasonable cause to believe their conduct was unlawful.
Article V: Committees
5.1 Purpose of Committees
Committees are created to assist the Board in carrying out activities and responsibilities of the Guild. Committees can be suggested by any member and the Board may officially create or dissolve a committee.
5.2 Chairpersons and Members
Any member of the Guild in good standing can belong to one or more committees at any one time. Chairpersons may be appointed by a member of the Board.
5.3 Chairpersons and Responsibilities
The Committee Chairperson is responsible for the general supervision of the committee and its membership. The Committee Chairperson reports to its assigned Board Officer. The Committee Chairperson is responsible for notifying the Board of pertinent information, concerns or issues in a timely manner. The assigned Board Officer will fulfill these duties in the absence of the Committee Chairperson.
5.4 Term
The Board will determine the term for the Committee and Committee Chairperson.
5.5 Resignation and Removal of Committee Chairpersons
The Board may remove a Committee Chairperson who is no longer a member in good standing or unwilling or not available to perform their duties. In the event of removal or resignation, the Board may appoint a replacement Committee Chairperson.
5.6 Meetings
Each committee may meet as needed and set its own rules for quorum and voting and attend board meetings in a non-voting capacity as needed.
5.7 Financial Affairs
Each committee will work with the Treasurer. At no time should the committee be considered independent of the Guild nor fail to submit money or expenses to the Treasurer. Committees must obtain approval for financial expenditures from the Treasurer or the President and should operate within the annual budget.
5.8 Standing Committees
Standing committees and their functions are described in the Policies and Procedures.
Article VI: Execution of Documents
General: The Board will be responsible for maintaining the good standing of the Guild in all matters regarding legal documents and contracts.
6.1 Contracts
The Board has the power to execute contracts on behalf of the Guild and delegate such power to others on a case-by-case basis.
Article VII: Guild Funds
7.1 Funds
All funds delivered to the Guild will be deposited in the designated Guild account(s). The Treasurer will oversee the accounts and will deliver the check(s) or other payment of monies on behalf of the Guild. The President and Vice President are designated as the back up to the Treasurer. The Treasurer will be responsible for filing annual tax forms and profit and loss statements.
7.2 Treasurer Review
A Treasurer's report will be given at every Board meeting. The Treasurer’s report will be made available to any member in good standing upon request.
7.3 Budget Adoption
The Board will approve a budget on an annual basis.
7.4 Charitable Contributions
The Board may accept on behalf of the Guild any contribution, gift, bequest or devise (within reason) for the charitable or public purposes of this Corporation.
7.5 Not for Profit
No part of the guild’s income can be used to benefit anyone in the guild (members, board members, or officers). The guild may pay fair compensation for services rendered, reasonable payments for work done, or expenses made in support of the organization’s mission.
Article VIII: Indemnification and Insurance
8.1 Indemnification of Officers, Members, Volunteers
The Guild may purchase indemnity insurance as needed for Guild business.
8.2 Insurance
The Guild may purchase and maintain D&O insurance for any member of the Board as well as meeting location liability insurance when necessary.
Article IX: Amendment
9.1 Amending the Bylaws
The Board may propose an Amendment(s) to these bylaws at any time. The proposed amendment(s) must be electronically proposed via the Guilds website two(2) weeks prior to a regular meeting. Voting will occur at that meeting with the majority of members attending constituting an affirmative response.
Article X: Corporate Records and Reports
10.1 Maintenance of Corporate Records
The Guild shall maintain at designated location:
a. Minutes of all meetings of the Board. This will include the time and place of such meeting, whether regular or special, how called, the notice given, and the names of those present and the proceedings of the meeting.
b. Notes from the Committee meetings will include the time and place of such meeting, whether regular or special, the notice given, and the names of those present and the proceedings of the meeting.
c. Adequate and correct books and records of accounts, including accounts of its business transactions and accounts of its assets, liabilities, disbursements, gains and losses.
d. A record of its members, indicating names and email addresses.
e. A copy of the Guilds articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members.
Article XII: Dissolution
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
In the event the Guild is dissolved, the money in the Guild’s bank account will be distributed to organization(s) having a mission consistent with the mission of the Central Connecticut Modern Quilt Guild.
CERTIFICATION
The undersigned, being the duly elected and qualified Secretary of the Guild, hereby certify that the foregoing initial Bylaws of the Guild were duly adopted by the Board of Directors of the Guild effective <<DATE>>.
Must be signed by the Secretary and two other elected non-related officers
Secretary ________________________________________
__________________________________________________